Final Results

De La Rue PLC 28 May 2003 PRELIMINARY STATEMENT Year to 29 March 2003 TRADING SUMMARY • Profit before taxation, exceptional items and goodwill amortisation of £48.1m*, in line with February 2003 trading statement, but down from £90.6m* last year. • Free cash flow of £72.7m** generated (2001/2002 £81.6m). The Group ended the year with net cash of £8.2m representing a net cash outflow of £41.8m. • Final dividend maintained at 9.2p bringing full year dividend to 13.6p, an increase of 1.5% on last year (2001/2002 13.4p). • Currency results down slightly on last year primarily due to the continuing weakness of the banknote paper market. Strong second half performance with closing order book slightly ahead of last year. Rationalisation of Security Products progressing to plan. • Cash Systems' restructuring programme underway to reduce the cost base and underpin trading in current market conditions. Annualised cost savings of £7m are targeted from 300 redundancies at a cost of circa £8m. • Global Services' new managing director, Peter Cosgrove appointed in March 2003 and strategic review of divisional business portfolio is now underway to determine the long-term attractiveness of each of its businesses. • Total exceptional charge of £49.2m including cash costs of £24.0m (of which £12.7m is in 2003/2004). Non cash exceptional items of £25.2m includes £16.0m relating to the impairment of Currency Systems International acquisition and £1.3m in relation to the Group's investment in Valora. * before exceptional charges of £49.2m (2001/2002 £13.1m gain) and goodwill amortisation of £3.6m (2001/2002 £2.8m) ** before dividends from associates, exceptional cash flows, capital expenditure, acquisitions, dividends and share buy back costs Sir Brandon Gough, Chairman of De La Rue plc, commented on the results: 'The poor performance of the Group this year has been a considerable disappointment. In the current difficult trading conditions the Board believes that the short-term emphasis in Cash Systems and Global Services should be on the restoration of profitability. This is being targeted through the implementation of the cost reduction programmes and more aggressive integration of recent acquisitions. This, together with the completion of a strategic review of Global Services' and Security Products operations, will be the focus for the current year. Against this background the Board expects underlying market conditions to remain at current levels throughout 2003/2004. In addition, De La Rue's results for the coming year will also be adversely affected by an anticipated increase in pension charges and unfavourable foreign exchange movements relating to manufacturing costs in Cash Systems. Despite this, underlying performance is expected to show some improvement in 2003/2004 as the benefits of the cost reduction programmes are delivered.' For further information please contact: Stephen King Group Finance Director +44 (0)1256 605307 Mark Fearon Head of Corporate Affairs +44 (0)1256 605303 Jonathan Glass /Mike Smith Brunswick +44 (0)20 7404 5959 28 May 2003 Group Results Our results for the year to 29 March 2003 are a considerable disappointment, particularly in the light of our expectations at the beginning of the year. As 2002/2003 progressed, the extent to which a number of De La Rue's key markets had been affected by worsening economic conditions became progressively more apparent. In addition, market uncertainty introduced by the increased threat to global security during the latter part of the year further reduced already fragile confidence. The Group's sales for 2002/2003 were £582.7m, £68.5m behind last year. Profit before tax, exceptional items and goodwill amortisation was also lower at £48.1m*, down from £90.6m* last year. As a result, headline earnings per share (excluding exceptional items) fell from 34.4p to 18.9p. In the Security Paper and Print division operating profits were down by £10.7m to £30.4m (before reorganisation costs of £18.6m, goodwill amortisation of £0.2m credit and £1.3m investment impairment). An expected weakening in the banknote paper market, together with a disappointing performance from the non-banknote Security Products business, impacted the full year result. Despite this, the underlying banknote business performed strongly and proved its resilience with another creditable performance. In response to poor trading conditions in Security Products we announced our plans to rationalise its manufacturing operations. This programme, which involved closing our High Wycombe facility in the UK with the loss of about 350 jobs, has progressed in line with our expectations and as at 29 March 2003, 225 employees had left the business. We are on track to complete the closure of the site by the end of June 2003, and to have completed all associated work by September 2003. The Group's financial performance was impacted by difficult trading conditions in the Cash Systems division where operating profits were sharply lower, down £24.4m to £11.6m (before reorganisation costs of £10.5m and goodwill amortisation of £19.3m). Sales throughout Europe were poor, but particularly so in Germany and Spain where sharply worsening economic conditions further disrupted financial institutions' ordering patterns following the exceptional euro changeover business of 2001/2002. It is estimated that the euro changeover provided a benefit to the division in 2001/2002 of 8% of sales. Sales in the US markets, however, were strong and increased 20% on 2001/2002 levels. The Currency Systems business similarly experienced difficult trading conditions with sales of large sorters impacted by both adverse economic conditions in the eurozone and increased worldwide political uncertainty, particularly during the final quarter of the year. The Global Services division continued to face difficult trading conditions and, in particular, was impacted by customer postponements of Identity Systems' projects and reduced banknote volumes in Holographics and a first year loss in Sequoia, our voting systems business acquired in May 2002. As a result the division made an operating loss of £4.0m (before reorganisation costs of £2.8m and goodwill amortisation of £0.5m). In March 2003, we appointed a new managing director of the division, Peter Cosgrove, who is undertaking a strategic review of the Global Services businesses together with the non-banknote security paper and print activities for which he has responsibility, with a view to determining the long term attractiveness of each of these businesses. * before exceptional charges of £49.2m (2001/02 - £13.1m gain) and goodwill amortisation of £3.6m (2001/02 - £2.8m) Despite poor trading conditions, cashflow was a key strength of the Group during the year, with free cashflow of £72.7m* generated (2001/2002 £81.6m*) . The Group ended the year with net cash on the balance sheet of £8.2m representing a net cash outflow of £41.8m. The performance was aided by a very strong reduction in working capital in the final quarter of the year. Dividend Subject to shareholders' approval, the Board is recommending the maintenance of the final dividend at 9.2p per share, bringing the full year dividend to 13.6p per share, up 1.5% on last year. The final dividend will be paid on 8 August 2003 to shareholders on the register on 11 July 2003. As previously outlined, the timing of the interim dividend was brought forward from April to January in 2002/2003 to spread payments more equally over the year. As a result the Company made three dividend payments in the year ended 29 March 2003. Restructuring Actions In response to the difficult trading conditions this year and, in particular, the reduced profitability of the Cash Systems and Global Services divisions, we have announced several major programmes to improve cost effectiveness and efficiency of De La Rue's operations. By the end of 2003/2004, these programmes are targeted to achieve annualised savings of £18m. Share Buy Back As previously outlined, the Board has decided to use, where appropriate, the existing authorities granted to it to acquire shares for cancellation. During the year, the Company acquired and cancelled 13.9 million shares (7.1%) under this programme and returned £38m to shareholders. The Board intends to seek shareholder's approval at the AGM on 17 July 2003 to renew its existing authority to repurchase shares to the upper limit of 14.99%. The Board will continue to monitor the amount and timing of purchases in relation to market conditions and the Group's overall financial situation. Group Strategy In the current difficult trading conditions the Board believes that the immediate emphasis in both Cash Systems and Global Services is on the restoration of profitability. This is being targeted through delivering the cost reduction programmes and more aggressively integrating recent acquisitions. In particular the acquisition of Currency Systems International, acquired in May 2001, has taken longer and been more difficult than expected. This, together with the completion of a review of Global Services' and Security Products operations, will be the focus for the current year. The Group's longer-term strategy is to apply our knowledge and technologies in secure products, transactions and solutions to create sustainable value for the long term. We remain confident as to the strength of the currency printing and paper business and in our ability to develop increased value in the Cash Systems division both as market sophistication increases, and through an expansion of its geographical reach and product range. The acquisition of Papelaco (self service banking automation) in May 2002 made a positive contribution in the full year and has enabled Cash Systems to occupy a unique position as the only cash handling business worldwide to operate across the whole of the cash handling market place. This broad spectrum of solutions will enable De La Rue to advise its customers on the most effective cash handling solutions according to their requirements. * before dividends from associates, exceptional cash flows, capital expenditure, acquisitions, dividends and share buy back costs Acquisitions During the year Group expenditure on acquisitions was £33.4m. The two most significant were: In May 2002, Global Services acquired 85 per cent of Sequoia Voting Systems Inc. from Jefferson Smurfit Group plc. Sequoia is one of the largest providers of voting equipment and software, ballot printing and election services in the USA. The cash consideration was US$23m (£15.2m) with a future payment of up to US$12m (£8.0m) dependent on certain performance criteria, linked to sales growth, being met. In June 2002, Cash Systems completed the acquisition of the banking automation business of Papelaco for €20.5m (£14.2m) having received the necessary regulatory approval from the Portuguese competition authorities. A future payment of up to €10.5m (£5.8m) is payable dependent on certain performance criteria, linked to sales and margin growth, being met. Associates Profit from associates before interest and tax fell from £11.8m to £9.2m. The main associated company is Camelot, the UK lottery operator. Our share of Camelot's profit was expected to fall following the start of the second lottery licence in January 2002, and the decrease in De La Rue's effective shareholding from 26.67 per cent to 20 per cent. In addition, the new lottery licence has reduced shareholders' contribution from each 100p collected from around 1.0p to just under 0.5p. De La Rue's share of operating profits (before exceptional items) from Camelot was lower than last year at £8.6m (2001/2002 £11.7m). Dividends received from associates of £9.0m were significantly lower than last year's income of £28.3m as last year Camelot paid out the remainder of retained profits which arose over the first licence period. Interest Charge The Group's net interest income was £0.9m (including interest received by associates of £0.4m). Excluding interest received by associates, the Group net interest credit of £0.5m was a £0.9m improvement on the previous year. Taxation Excluding exceptional items, the underlying effective tax rate was 28.0 % (2001/ 2002 27.6%). The effective tax rate of 28.0% is currently lower than the standard UK corporate tax rate of 30.0% but in future years is expected to rise as fewer of our Group activities are based in lower rate tax regimes. Tax payments at £3.7m were £7.5m down on 2001/2002, reflecting a combination of lower UK taxable profits and some prior period tax recoveries. FRS17 - Pension Charge The Company previously announced its intention to adopt FRS 17 for the current year. The Accounting Standards Board has announced subsequently that full implementation of the standard has been deferred in order for a consensus on pensions accounting to be reached with the International Accounting Standards Board. The Company consequently decided in September 2002 to defer full implementation, but will continue to comply with the transitional arrangements. The net charge to P&L under FRS 17 for the UK pension scheme would have been £2.4m in the full year compared to the actual charge on a SSAP 24 basis of £1.9m. The Company is presently amortising the pension scheme surplus identified at the last triennial actuarial valuation in April 2000. The impact of this amortisation in 2002/2003 was a credit to the profit and loss account of £6.1m. The next triennial valuation, which will be available later this year, is unlikely to show a surplus, and the amortisation credit will not, therefore, benefit the 2003/2004 results. In addition, it is likely that the underlying regular pension cost will also increase as a result of the current depressed levels in the world equity markets. Exceptional Items The net after tax exceptional loss was £39.2m (2002 gain of £15.1m). Exceptional pre-tax costs of £49.2m were charged to operating profits comprising cash costs of £24.0m (of which £12.7m is in 2003/2004) relating to previously announced restructuring activities and non-cash costs of £25.2m. A summary of the main cash costs and non cash charges are tabulated below: Cash Non Cash Total £m £m £m Reorganisation Security Products (inc. (12.7) (5.9) (18.6) ---------------- Global Services) Cash Systems (8.5) (2.0) (10.5) Sequoia (2.8) - (2.8) --------- --------- --------- (24.0) (7.9) (31.9) CSI Goodwill write-off - (16.0) (16.0) ------------------------ Loss on impairment of investment in JV - (1.3) (1.3) ---------------------------------------- _________ _________ _________ Exceptional pre-tax costs (24.0) (25.2) (49.2) --------------------------- -------- -------- -------- Non cash charges predominantly relate to the Board's view of the carrying value of goodwill in relation to the Currency Systems International acquisition (acquired in May 2001 for £27.0m) and has determined it to be impaired as a result of trading experienced since acquisition. An exceptional write down of £16.0m has been made at the year end, leaving a remaining carrying value of £8.2m which will now be written off over a reduced estimated life of ten years (eight years remaining). The Group's £1.3m investment in Valora (a 25% associate) has been impaired reflecting uncertainty over future cashflows. Cash flow and Borrowings Cash flow performance was again excellent. During the year the Group spent £33.4m on acquisitions, £38.0m on the share buy back programme, and accelerated the payment of our interim dividend for the current year which amounted to £7.9m. Despite this, De La Rue still closed the year with net cash of £8.2m. Board and Management Changes In September 2002, we were pleased to announce the appointment of Stephen King as Group Finance Director. He was appointed as an executive director of the Board with effect from 31 January 2003 joining De La Rue from Aquila Networks plc, formerly Midlands Electricity plc, where he was Group Finance Director since 1997. Prior to that he was Group Financial Controller of SEEBOARD plc and Group Chief Accountant at Lucas Industries plc. Stephen, 42, has a broad range of financial and commercial expertise and we look forward to his contribution to the Board. As previously announced, Pietro Armanini retired as managing director of Cash Systems on 31 March 2003 and was succeeded by Germain Roesch, 44, the previous managing director of Cash Systems' Financial Institutions (FI) business. Germain is an accomplished team-builder with a strong international outlook and has an excellent understanding of Cash Systems' markets. The Board would like to take this opportunity to thank Pietro for his significant contribution to the division in his four years as managing director. In March 2003, Peter Cosgrove was appointed as managing director of Global Services, following the resignation of Jon Marx. Peter, 39, joined De La Rue from Jefferson Smurfit Group plc, one of the largest European-based manufacturers of paper based packaging products. He held a number of key management roles including personal assistant to the Chairman of Jefferson Smurfit Group. Since 1998, Peter was President of Smurfit Packaging Corporation a group of several Smurfit owned, US based, subsidiaries with sales of $220m and 550 employees. Extracts from the Operational Reviews SECURITY PAPER AND PRINT 2003 2002 change £m £m £m ---------- --------- Sales Continuing operations 211.0 226.8 Acquisitions 2.8 - ---------- --------- 213.8 226.8 (13.0) Operating profit* Continuing operations 30.5 41.1 Acquisitions (0.1) - ---------- --------- 30.4 41.1 (10.7) * before exceptional items of £19.9m (2001/2002 £7.3m) and goodwill amortisation credit of £0.2m (2001/2002 Nil) Currency As expected, operating profits in the Currency business were lower than last year. This reflected the one-off benefit of the euro work in 2001/2002 combined with an unusually large number of new designs in the banknote order book in the first half of 2002/2003, which took longer to prepare than normal repeat orders. This situation began to unwind in the second half and Currency finished the year strongly, backed by a solid banknote order book offsetting the continued weakness of the banknote paper market. Once again, cash generation has been a key strength of the business with operating cashflow ahead of operating profits for the second year running. Banknotes The banknote printing business performed strongly after the slow start to the year and we have again concentrated on achieving a better quality mix of business at higher margins. With increasing proliferation of colour copying, scanning and printing technologies we continue to develop anti-counterfeit solutions such as wide threads and holographic devices for our customers to counter these threats. We have also continued to focus on a rigorous approach to managing our cost base. The closure of our Singapore banknote printing factory, announced in March 2002, was completed in the second half as expected, resulting in the loss of 290 jobs. The consequent reorganisation of our remaining worldwide printing operations now means that we are producing the same volume of banknotes that was previously produced by five plants from our remaining four sites. The financial benefits of the move, the majority of which will come through in the 2003/2004 financial year, are estimated to have achieved an annualised benefit of £3m. At the beginning of the current year we completed the acquisition of the Bank of England's banknote printing operations based at Debden, Essex for a cash consideration, including acquisition expenses, of £10m. This followed a decision by the Bank in December 2002 to contract out its banknote printing operations. At the same time, De La Rue also signed a supply contract with the Bank to cover its requirement for banknotes for a period of seven years. We expect the transaction to be earnings enhancing over the seven year term of the contract. The primary role of Debden will be to continue to supply the Bank of England with its requirements for banknotes, which last year amounted to about one billion banknotes. As a result the business will continue to specialise in producing long run work, although opportunities may exist for Debden to produce some export work. We will also continue to operate the Gateshead banknote printing factory in the UK as a separate facility, focused, as now, on specialist short-run export work. Papermaking As previously announced, we expected the banknote papermaking market to return to historical ordering patterns and volumes. Consequently, we expected a much stronger year for the papermaking operations. However, the papermaking market remained weak during 2002/2003. The timing of the expected return to historical volumes remains difficult to predict. In March 2003, it was particularly pleasing for our papermaking facility at Overton in the UK, De La Rue's largest manufacturing facility, to achieve ISO 14001 environmental accreditation. This underlines the considerable progress we have made in improving our environmental management at the site. Security Products Trading in the Security Products business continues to be weak, and in May 2002 following disappointing results in 2001/2002, we initiated a manufacturing review of the business with a view to delivering considerable operational improvements as well as improving the focus and competitiveness of the business going forward. In particular, the review identified surplus capacity and also significant duplication of manufacturing capabilities and technologies across its production facilities worldwide. In response, in September 2002 we announced a reorganisation of the manufacturing base to create specialist production facilities worldwide. This involved grouping future production around our main product classes and their respective specialist production processes. To address the overcapacity problem we announced our intention to close our production facility in High Wycombe in the UK, with the loss of about 350 jobs. In November 2002, we reached agreement with union and employee groups over the closure of the site. The reorganisation plan, including the closure of High Wycombe, is proceeding to plan and on track for completion in June 2003. The costs of these actions resulted in an exceptional charge taken in the year of £18.6m, £12.7m of which will be cash. We also announced in September 2002, that a combination of the reduced manufacturing capacity and associated reductions in overheads in the division should result in ongoing annual savings of approximately £5m. Since September, we have identified further overhead savings in Security Products and Global Services of £2m. Most of the £7m total savings will come through in the 2003/2004 financial year. In September 2002, we announced the acquisition of the entire share capital of House of Questa Ltd, a UK based high security gravure printer for a total consideration including expenses of £2.9m. House of Questa employs 75 people and has a single site gravure printing facility based in Byfleet, UK, manufacturing postage stamps, fiscal stamps and motor vehicle tax discs. We acquired the business to consolidate our existing gravure printing operations previously based at High Wycombe to a single purpose facility. The reorganisation plan is now largely complete with the transfer of capital equipment from High Wycombe to Byfleet completed in the second half. CASH SYSTEMS 2003 2002 change £m £m £m ---------- --------- Sales Continuing operations 292.8 370.5 Acquisitions 18.1 ---------- --------- 310.9 370.5 (59.6) Operating profit* Continuing operations 8.4 36.0 Acquisitions 3.2 ---------- --------- 11.6 36.0 (24.4) * before exceptional items of £10.5m (2001/2002 £3.8m) and goodwill amortisation of £19.3m (2001/2002 £2.2m) Cash Systems' sales from continuing operations were down 21% to £292.8m and operating profits before re-organisation costs of £10.5m and goodwill amortisation of £19.3m were down £27.6m to £8.4m (before acquisitions), impacted both by disruption to customer re-ordering cycles in the eurozone following the euro changeover and generally worsening economic conditions, particularly in Germany and Spain. Operating margins have also suffered as a result, but cash generation has continued to be a key strength of the business despite the poor result. During February and March Germain Roesch led an organisational review of the division in response to the poor performance of Cash Systems last year. As indicated in February 2003, we are taking action to reduce the division's cost base and expect about 300 redundancies at a number of key sites, mainly across Europe. The programme is now well underway and we anticipate that, subject to consultation with employee representatives, this exercise will be substantially completed by the end of the third quarter of 2003/2004. The majority of the costs associated with these actions have been included in the exceptional charge taken in the 2002/2003 financial year of £10.5m, although some further charges will arise in 2003/2004. We expect that the benefits of these actions will be felt in the second half of 2003/2004 and will result in annualised cost savings of approximately £7m. The Board believes that in taking this action Cash Systems will be better placed to benefit from improving economic conditions whenever they arise, while in the short term underpinning trading in current market conditions. Results in the current year are expected to be impacted by the substantial weakening of the US Dollar against the Swedish Krona, a region in which the division incurs significant manufacturing costs. During 2002/2003 this effect was largely mitigated by short-term foreign exchange currency hedging arrangements. Financial Institutions (FI) In January 2003, Christof Domeisen was appointed to succeed Germain Roesch as managing director of the FI business. Christof was previously with Cap Gemini Ernst & Young, Central Europe, where he led their business in the Financial Services Industry sector in Europe, as well as being chief executive of the operation in Switzerland. Poor economic conditions in the eurozone markets of the FI business during 2002/ 2003 had the following effects: * Financial institutions held back on re-ordering following the euro changeover in 2002. Poor economic conditions in many eurozone economies exacerbated this situation, which particularly impacted first half revenues. * Despite the expected return to normal ordering patterns by financial institutions in some parts of the eurozone in the second half, there was a sharp deterioration in the trading environments in Germany and Spain at the start of the 2003 calendar year. In these markets customers delayed placing orders as well as acceptance of the delivery of orders as they looked to control costs within reduced budgets. * Cost containment measures by financial institutions also delayed the expected evolution of certain key European markets from Teller Cash Dispensers to Teller Cash Recyclers. The poor performance of FI in the eurozone was, however, partly offset by strong performances elsewhere. Revenues in the USA were up 20 per cent, with sales of Teller Cash Dispensers particularly strong. In June 2002, Cash Systems completed the acquisition of the banking automation business of Papelaco, a leading manufacturer of self-service banking technology, based principally in Portugal and Spain. During the year, sales were in line with our expectations and the business made a positive contribution to operating profit. Currency Systems Currency Systems' performance was a considerable disappointment during 2002/2003 and we are taking action to bring the cost base into line with current market conditions. During the year the business suffered as a result of political and economic uncertainty in several key markets. In particular the impact of 11 September and the uncertainty introduced by the threat of an Iraq war, caused additional delays in both expected customer orders and in customer acceptance of the delivery of fulfilled orders. Despite the tough market conditions, sales of the 6000 banknote sorter have been encouraging with several new installations completed this year. During the year, we continued with the integration of the Currency Systems International (CSI) business, acquired in May 2001. During the second half, the poor performance of the business was exacerbated by a failure to control costs of manufacturing during the ongoing transfer of production from the UK to the USA and Russia, which eroded margins. This issue has now been resolved. However, the markets for CSI's products are likely to remain significantly worse than anticipated at the time of acquisition. Retail Payment Solutions In its first full year of trading the Retail Payment Solutions business performed in line with our expectations and we are continuing to develop our approach to the market. Our initial focus has been on developing solutions for the UK and USA markets and we are currently running trials with several large retail customers. This is a necessarily slow process for a start-up business, but is progressing well and, once fully developed, the opportunity will be to roll out the solutions to a wider geographic market. OEM The Original Equipment Manufacture (OEM) business, which makes dispensing mechanisms for automated teller machines (ATMs), had a good year with performance in line with our expectations. Our joint venture with Itautec Philco had a strong first year of trading. Under the technology agreement De La Rue licenses technology to allow Itautec to manufacture De La Rue's NMD 100 cash dispenser platform in Brazil. Customer Service Despite a difficult year, elsewhere in the division Customer Service activities performed strongly with good underlying sales growth. We continue to see an increasing number of opportunities to expand our service operations further through bolt on acquisitions and geographical expansion. During the year we acquired two small service based businesses to support this strategy namely Serbatech Inc. of Canada and Corpo BHX De Mexico S.A. De C.V. of Mexico. GLOBAL SERVICES 2003 2002 change £m £m £m ---------- --------- Sales Continuing operations 34.7 48.1 Acquisitions 25.2 - ---------- --------- 59.9 48.1 11.8 Operating (loss)/profit* Continuing operations (1.4) 0.5 Acquisitions (2.6) - ---------- --------- (4.0) 0.5 (4.5) * before exceptional items of £2.8m (2001/2002 Nil) and goodwill amortisation of £0.5m (2001/2002 £0.6m) Global Services' revenues from continuing operations declined to £34.7m (2001/ 2002: £48.1m) and the division made an operating loss of £1.4m (2001/2002 £0.5m profit) before exceptional items of £2.8m, goodwill amortisation of £0.5m and acquisitions. In particular, timing delays on expected projects within the Identity Systems business have impacted revenues this year. However, good production volumes at our installed base of contracts including Chile, Mexico and New York have partly compensated for the lack of new system sales. De La Rue Holographics' banknote sector revenues were impacted in the first half by the knock on effect from production delays caused by new designs in the Currency business' banknote order book. The recent poor performance of several operations has highlighted the need to review the long-term attractiveness of each activity. This review has started. In May 2002, we announced the acquisition of 85 per cent of the share capital of Sequoia Voting Systems Inc. one of the largest providers of voting equipment, software, ballot printing and election services in the USA. Sequoia offers hardware products in all major segments of the North American elections market, including direct recording equipment and optical scan systems. In October, as expected, the Help America Vote Act 2002 was signed by President Bush, releasing over US$3.9bn of Federal funding (plus matching State funding) for the upgrading of election systems over the next four years. We believe that this will now accelerate the evolution of the market to adopting highly secure automated election systems. In its first year, Sequoia performed in line with our expectations at the time of acquisition although it is currently experiencing intense margin competition in the US elections market. Despite this, there is currently a high level of enquiry for new election systems and the business has several quotations under consideration. As indicated in September 2002 it was not possible to convert these enquiries to shipments in the final quarter of the 2002/2003 financial year and consequently the business made a loss of £2.6m excluding exceptional charges of £2.6m. However, Sequoia has recently been successful with systems sales to two US counties since the start of the new financial year, although at lower than expected margins. In March 2003, we announced our intention to outsource Sequoia's ballot printing operations to a third party and the closure of our Exeter, USA production facility with the loss of about 60 jobs. This action was in line with our intentions at the time of acquisition. As the market increasingly moves to electronic voting systems, we believe it is more cost effective to outsource the production of paper ballots than to continue to sustain the high costs of production ourselves in a declining market. The costs of this action will result in an exceptional charge of £2.8m and is expected to be completed by the end of May 2003. Outlook Our expectations for 2003/2004 are unchanged and we expect underlying market conditions to remain at current levels throughout the year. In addition, 2003/ 2004 will be adversely affected by the anticipated increase in pension charges and unfavourable foreign exchange movements relating to manufacturing costs in Sweden. Despite this, underlying performance is expected to show some improvement in 2003/2004 as the benefits of the cost reduction programmes are delivered. We continue to cut costs in our Cash Systems and Global Services division to underpin trading in the current market conditions. Currency's performance is expected to be broadly stable despite the adverse impact of the pension charge. The banknote paper business is expected to return to production levels closer to capacity, offset partly by reduced banknote volumes as anticipated overspill orders return to long-term average levels. -ends- Notes to Editors 1. High resolution images can be downloaded from NewsCast at www.newscast.co.uk GROUP PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 29 MARCH 2003 Notes 2003 2003 2003 2002 2002 2002 £m £m £m £m £m £m Before Exceptional Before Exceptional Exceptionals Items Total Exceptionals Items Total Turnover Continuing 536.6 536.6 641.7 641.7 operations Acquisitions 46.1 46.1 - 582.7 582.7 641.7 641.7 Discontinued - - 9.5 9.5 operations ----------------- -------- ------- ------- -------- -------- -------- 1 582.7 582.7 651.2 651.2 ----------------- -------- ------- ------- -------- -------- -------- Operating profit Continuing 37.5 37.5 77.6 77.6 operations Reorganisation costs (28.9) (28.9) (7.3) (7.3) Loss on impairment of (1.3) (1.3) investments ----------------- -------- ------- ------- -------- -------- -------- 37.5 (30.2) 7.3 77.6 (7.3) 70.3 Acquisitions 0.5 0.5 - Reorganisation costs (3.0) (3.0) (3.8) (3.8) ----------------- -------- ------- ------- -------- -------- -------- 0.5 (3.0) (2.5) - (3.8) (3.8) ----------------- -------- ------- ------- -------- -------- -------- 38.0 (33.2) 4.8 77.6 (11.1) 66.5 Discontinued - - - (1.4) - (1.4) operations ----------------- -------- ------- ------- -------- -------- -------- Operating profit/ 38.0 (33.2) 4.8 76.2 (11.1) 65.1 (loss) before goodwill amortisation Goodwill (3.6) (16.0) (19.6) (2.8) (2.8) amortisation ----------------- -------- ------- ------- -------- -------- -------- 2 Group operating profit 34.4 (49.2) (14.8) 73.4 (11.1) 62.3 /(loss) Share of operating 9.2 9.2 11.8 11.8 profits of associated companies ----------------- -------- ------- ------- -------- -------- -------- Total operating profit 43.6 (49.2) (5.6) 85.2 (11.1) 74.1 /(loss) Profit on the disposal - - 1.5 1.5 of discontinued operations Profit on sale of - - 22.7 22.7 investments ----------------- -------- ------- ------- -------- -------- -------- Non-operating items - - - 24.2 24.2 ----------------- -------- ------- ------- -------- -------- -------- Profit/(loss) on 43.6 (49.2) (5.6) 85.2 13.1 98.3 ordinary activities before interest Net interest: Group 0.5 0.5 (0.4) (0.4) Associates 0.4 0.4 3.0 3.0 ------------------- -------- ------- ------- -------- -------- -------- 0.9 0.9 2.6 2.6 ----------------- -------- ------- ------- -------- -------- -------- Profit/(loss) on 44.5 (49.2) (4.7) 87.8 13.1 100.9 ordinary activities before taxation 3 Tax on profit/(loss) (12.5) 10.0 (2.5) (24.2) 2.0 (22.2) on ordinary activities ----------------- -------- ------- ------- -------- -------- -------- Profit/(loss) on 32.0 (39.2) (7.2) 63.6 15.1 78.7 ordinary activities after taxation Equity minority (1.0) 0.3 (0.7) (1.5) (1.5) interests ----------------- -------- ------- ------- -------- -------- -------- Profit/(loss) for the 31.0 (38.9) (7.9) 62.1 15.1 77.2 financial year Dividends (24.6) (24.6) (25.5) (25.5) ----------------- -------- ------- ------- -------- -------- -------- Transferred to/(from) 6.4 (38.9) (32.5) 36.6 15.1 51.7 reserves ----------------- -------- ------- ------- -------- -------- -------- 4 Earnings per ordinary 16.9p (21.2)p (4.3)p 32.7p 8.0p 40.7p share 4 Diluted earnings per 16.8p (21.1)p (4.3)p 32.2p 7.8p 40.0p ordinary share 4 Headline earnings per 18.9p (11.9)p 7.0p 34.4p (5.0)p 29.4p ordinary share Dividends per ordinary 13.6p 13.6p 13.4p 13.4p share ----------------- -------- ------- ------- -------- -------- -------- A reconciliation between earnings per share, as calculated according to Financial Reporting Standard No. 14 'Earnings per Share' (FRS 14) issued by the Accounting Standards Board, and headline earnings per share, as calculated according to the definition of headline earnings in Statement of Investment Practice No. 1 'The Definition of Headline Earnings' issued by the Institute of Investment Management and Research, is shown in note 7 of the Notes to the Accounts. GROUP BALANCE SHEET AT 29 MARCH 2003 2003 2002 £m £m Fixed assets Intangible assets 54.6 45.7 Tangible assets 163.4 167.7 Investments: Associates 13.5 17.6 Other investments 0.2 2.4 Own shares 19.1 19.8 ----------------------------- ------- -------- 250.8 253.2 ----------------------------- ------- -------- Current assets Stocks 99.2 97.3 Debtors 119.1 138.6 Deferred taxation 37.2 30.5 Cash at bank and in hand 51.4 87.2 ----------------------------- ------- -------- 306.9 353.6 Creditors: amounts falling due within one year Short term borrowings (0.5) (12.4) Other creditors (208.3) (203.4) ----------------------------- ------- -------- Net current assets 98.1 137.8 ----------------------------- ------- -------- Total assets less current liabilities 348.9 391.0 Creditors: amounts falling due after more than one year Long term borrowings (42.7) (24.8) Other creditors (4.9) (2.7) Provisions for liabilities and charges (53.2) (47.6) ----------------------------- ------- -------- 248.1 315.9 ----------------------------- ------- -------- Capital and reserves Called up share capital 45.4 48.8 Share premium 12.5 11.5 Revaluation reserve 1.8 1.8 Capital redemption reserve 3.5 - Other reserve (83.8) (83.8) Profit and loss account 264.5 334.5 ----------------------------- ------- -------- Shareholders' funds 243.9 312.8 Equity minority interests 4.2 3.1 ----------------------------- ------- -------- 248.1 315.9 ---------------------------- ------- -------- GROUP CASH FLOW STATEMENT FOR THE YEAR ENDED 29 MARCH 2003 Notes 2003 2002 £m £m -------------------------------------- -------- ------- 5a Net cash inflow from operating activities 59.1 88.3 Dividends received from associated companies 9.0 28.3 5b Returns on investments and servicing of finance (1.1) (1.0) Taxation (3.7) (11.2) 5c Capital expenditure and financial investment (3.7) (22.0) 5d Acquisitions and disposals (33.4) (38.0) Equity dividends paid (33.3) (24.1) -------------------------------------- -------- ------- Net cash (outflow)/inflow before use of liquid resources (7.1) 20.3 and financing 5e Management of liquid resources 28.2 8.7 5f Financing (25.5) (23.9) -------------------------------------- -------- ------- (Decrease)/increase in cash in the period (4.4) 5.1 -------------------------------------- -------- ------- Reconciliation of net cash flow to movement in net funds (Decrease)/increase in cash in the period (4.4) 5.1 Cash inflow from decrease in liquid resources (28.2) (8.7) Cash (outflow)/inflow from (decrease)/increase in (11.4) 30.3 funds -------- ------- -------------------------------------- (Decrease)/increase in funds resulting from cash flows (44.0) 26.7 Loans and finance leases acquired with subsidiary - (12.8) Translation difference 2.2 - -------------------------------------- -------- ------- Movement in net funds in the period (41.8) 13.9 Net funds at start of period 50.0 36.1 -------------------------------------- -------- ------- Net funds at end of period 8.2 50.0 -------------------------------------- -------- ------- Analysis of net funds Cash 24.2 31.8 Liquid resources 27.2 55.4 Overdrafts (0.5) (4.8) Other debt due within one year - (7.6) Other debt due after one year (42.7) (24.8) -------------------------------------- -------- ------- Net funds at end of period 8.2 50.0 -------------------------------------- -------- ------- GROUP STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES FOR THE YEAR ENDED 29 MARCH 2003 2003 2002 £m £m Profit for the financial year: Group (14.8) 66.7 Associates 6.9 10.5 ------------------------------------------- -------- -------- (7.9) 77.2 Currency translation differences on foreign currency net 0.5 (0.2) investments ---------------------------------------- -------- -------- Total recognised (losses)/gains for the year (7.4) 77.0 Prior year adjustment - 43.9 -------- -------- Total (losses)/gains recognised since last annual report (7.4) 120.9 ---------------------------------------- -------- -------- There is no material difference between the reported profit shown in the consolidated profit and loss account and the profit for the relevant periods restated on an historical cost basis. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS FOR THE YEAR ENDED 29 MARCH 2003 2003 2002 £m £m (Loss)/profit for the financial year (7.9) 77.2 Dividends (24.6) (25.5) ---------------------------------------- -------- -------- (32.5) 51.7 Share capital issued 1.1 8.8 Transfer to share premium - (2.4) Shares repurchased (38.0) - Currency translation differences on foreign currency net 0.5 (0.2) investments -------- -------- ---------------------------------------- Net (decrease)/increase in shareholders' funds (68.9) 57.9 Opening shareholders' funds 312.8 254.9 ---------------------------------------- -------- -------- Closing shareholders' funds 243.9 312.8 ---------------------------------------- -------- -------- 1 SEGMENTAL ANALYSIS 2003 2003 2003 2002 2002 2002 Turnover Profit Net Turnover Profit Net Before tax Assets Before tax Assets Class of business £m £m £m £m £m £m Continuing operations Cash Systems 292.8 8.4 72.1 370.5 36.0 107.5 Reorganisation (10.3) (3.8) -------- ------- ------- -------- ------- ------ 292.8 (1.9) 72.1 370.5 32.2 107.5 Acquisitions 18.1 3.2 15.0 Reorganisation (0.2) -------- ------- ------- -------- -------- ------ 18.1 3.0 15.0 - - - -------- ------- ------- -------- -------- ------ 310.9 1.1 87.1 370.5 32.2 107.5 Security Paper & 211.0 30.5 83.6 226.8 41.1 93.2 Print Reorganisation (18.6) (7.3) Loss on impairment (1.3) of investment Acquisitions 2.8 (0.1) 1.4 -------- ------- ------- -------- -------- ------ 213.8 10.5 85.0 226.8 33.8 93.2 -------- ------- ------- -------- -------- ------ Global Services 34.7 (1.4) 17.5 48.1 0.5 21.0 Acquisitions 25.2 (2.6) 10.1 Reorganisation - (2.8) -------- ------- ------- -------- -------- ------ 59.9 (6.8) 27.6 48.1 0.5 21.0 Less inter-segment (1.9) - (3.7) sales -------- ------- ------- -------- -------- ------ 582.7 4.8 199.7 641.7 66.5 221.7 Discontinued operations Global Services - - - 9.5 (1.4) -------- ------- ------- -------- -------- ------ - - - 9.5 (1.4) - Goodwill amortisation Cash Systems - (19.3) (2.2) Security Paper & - 0.2 - Print Global Services - (0.5) (0.6) -------- ------- ------- -------- -------- ------ - (19.6) - - (2.8) - -------- ------- ------- -------- -------- ------ 582.7 (14.8) 199.7 651.2 62.3 221.7 -------- ------- ------- -------- -------- ------ Associated companies 9.2 13.5 11.8 17.6 (analysed below) Non-operating items - 24.2 (note 4) Net Interest 0.9 2.6 including associates ------- -------- Profit before (4.7) 100.9 taxation ------- -------- Unallocated net 26.7 26.6 assets/(liabilities) ------- ------ Capital employed 239.9 265.9 Net funds 8.2 50.0 ------- ------ Net assets 248.1 315.9 ------------------- -------- ------- ------- -------- -------- ------ Geographical area by operation United Kingdom and 320.0 (17.2) 80.9 350.5 14.7 92.0 Ireland Rest of Europe 216.5 14.5 67.0 251.5 41.9 60.2 The Americas 136.2 (15.6) 40.7 134.5 6.9 49.0 Rest of world 42.8 3.5 11.1 52.6 (1.2) 20.5 Less inter-area (132.8) - (137.9) - sales -------- ------- ------- -------- -------- ------- 582.7 (14.8) 199.7 651.2 62.3 221.7 ----------------------- -------- ------- ------- -------- -------- ------- The profit before tax in 2003 is shown after reorganisation costs of £31.9m (2002 : £11.1m) comprising UK and Ireland £22.8m (2002 : £2.7m), Rest of Europe £5.2m (2002 : £0.2m), Americas £3.9m (2002 : £0.9m), Rest of World £Nil (2002 : £7.3m). Inter-area sales of £132.8m (2002 : £137.9m)comprise: UK & Ireland £51.4m (2002 : £62.4m), Rest of Europe £53.3m (2002 : £37.0m), Americas £6.0m (2002 : £9.9m), Rest of World £22.1m (2002 : £28.6m) ------------------- -------- ------- ------- -------- ------- ------ Geographical area by destination United Kingdom and 68.8 79.1 Ireland Rest of Europe 174.7 277.9 The Americas 173.0 162.6 Rest of world 166.2 131.6 -------- -------- 582.7 651.2 ------------------- -------- ------- ------- -------- ------- ------ Associated companies are analysed as follows Security paper and - 0.2 0.1 1.6 print Cash Systems 0.6 - - - UK lottery 8.6 13.3 11.7 16.0 ------- ------- ------- ------ 9.2 13.5 11.8 17.6 ------- ------- ------- ------ Geographical area by operation United Kingdom and 8.6 13.3 11.7 15.9 Ireland Rest of Europe 0.6 - 0.1 1.4 The Americas - - - - Rest of world - 0.2 - 0.3 ------- ------- ------- ------ 9.2 13.5 11.8 17.6 ------------------- -------- ------- ------- -------- ------- ------ The Group's cash and borrowings are managed centrally and therefore interest is not attributable to individual classes of business or geographical segments. Unallocated net assets and liabilities, which consist of assets and liabilities relating to non-divisional operations, are controlled centrally and cannot be allocated meaningfully to individual classes of business or geographical segments. 2 OPERATING COSTS EXCLUDING AMORTISATION OF 2003 2002 GOODWILL £m £m Cost of sales Continuing operations 357.7 423.4 Reorganisation costs 28.9 11.1 ---------- ---------- 386.6 434.5 ---------- ---------- Acquisitons 29.7 Reorganisation costs 3.0 ---------- ---------- 32.7 - Discontinued operations - 7.7 ---------- ---------- 419.3 442.2 Distribution costs Continuing operations 20.1 22.9 Acquisitions 0.1 ---------- ---------- 20.2 22.9 Administration and other expenses Continuing operations 121.3 117.9 Loss on impairment of investments 1.3 Acquisitions 15.8 ---------- ---------- 138.4 117.9 Discontinued operations - 3.1 ---------- ---------- 138.4 121.0 ----------------------------------- ---------- ---------- 577.9 586.1 ----------------------------------- ---------- ---------- ---- ----------------------------------- ---------- ---------- 3 TAXATION 2003 2002 £m £m Tax on profit on ordinary activities United Kingdom Current tax Corporation tax at 30% (2002 : 30%) 6.6 2.2 Adjustments in respect of prior years (0.8) (7.8) ---------- ---------- 5.8 (5.6) Double taxation relief (0.7) - ---------- ---------- 5.1 (5.6) ---------- ---------- Overseas tax 6.5 7.0 Adjustments in respect of prior years (0.6) 1.0 ---------- ---------- 5.9 8.0 ---------- ---------- Tax on share of associates 1.9 4.7 ---------- ---------- 12.9 7.1 ---------- ---------- Deferred tax Origination and reversal of timing difference (0.4) 13.3 Adjustments in respect of prior years (0.8) 4.2 Tax on share of associates 0.8 (0.4) ---------- ---------- (0.4) 17.1 ---------- ---------- Total tax charge excluding exceptionals 12.5 24.2 ---------- ---------- Exceptional items (10.0) (2.0) ---------- ---------- Total tax charge after exceptionals 2.5 22.2 ---------- ---------- The effective rate remains below the UK nominal rate of 30%. A summary reconciliation is shown below. 2003 2002 £m £m Profit before tax on ordinary activities before 44.5 87.8 exceptional items ----------------------------------- ---------- ---------- Expected tax charge at 30% 13.3 26.3 Rate adjustments relating to overseas profits (2.8) (1.9) Overseas dividends 0.2 1.5 Disallowables & other items 3.6 (12.0) Adjustments in respect of prior years (1.4) (6.8) ----------------------------------- ---------- ---------- Current tax charge (excluding exceptional items) 12.9 7.1 ----------------------------------- ---------- ---------- PRINCIPAL EXCHANGE RATES 2003 2003 2002 2002 Average Year end Average Year end US Dollar 1.54 1.57 1.43 1.42 Euro 1.56 1.46 1.62 1.63 Swiss Frank 2.28 2.15 2.43 2.39 4 EARNINGS PER SHARE 2003 2002 -------------------------------------- ------ -------- Basic (4.3)p 40.7p Fully diluted (4.3)p 40.0p -------------------------------------- ------ -------- Earnings per share are based on the loss for the year attributable to ordinary shareholders of £7.9m (2002 : profit of £77.2m) as shown in the Group profit and loss account. The weighted average number of ordinary shares used in the calculations is 183,656,364 (2002 : 189,886,749) for basic earnings per share and 184,714,858 (2002 : 193,267,705) for diluted earnings per share after adjusting for dilutive share options. -------------------------------------- -------- -------- pence pence per per Reconciliation of earnings per share share share -------------------------------------- -------- -------- As calculated under FRS 14 (4.3) 40.7 Profit on the disposal of discontinued operations - (0.7) Profit on sale of investments - (12.0) Loss on impairment of investments 0.7 - Loss/(profit) on the disposal of fixed assets and assets 0.2 (0.1) held for resale Amortisation of goodwill 10.4 1.5 -------------------------------------- -------- -------- Headline earnings per share as defined by the IIMR 7.0 29.4 Reorganisation costs 11.9 5.0 -------------------------------------- -------- -------- Headline earnings per share before items shown above 18.9 34.4 -------------------------------------- -------- -------- The Institute of Investment Management and Research (IIMR) has published Statement of Investment Practice No. 1 entitled 'The Definition of Headline Earnings'. The headline earnings per share shown above have been calculated according to the definition set out in the IIMR's statement. The reconciling items between earnings per share as calculated according to FRS 14 and as calculated according to the definition of the IIMR's headline earnings include the underlying tax effects. The directors are of the opinion that the publication of the IIMR's headline earnings figure is useful to readers of interim statements and annual accounts. 5 NOTES TO GROUP CASH FLOW STATEMENT 2003 2002 £m £m a Reconciliation of operating (loss)/ profit to net cash inflow from operating activities Operating (loss)/profit (14.8) 62.3 Depreciation and amortisation 49.4 29.1 Decrease/(increase) in stocks 8.6 (8.4) Decrease/(increase) in debtors 15.9 (6.5) (Decrease)/increase in creditors (9.8) 7.8 Increase in reorganisation provisions 7.4 3.4 Other items 2.4 0.6 ---------------------------------------- ------ ------ Net cash inflow from operating activities 59.1 88.3 ---------------------------------------- ------ ------ b Returns on investments and servicing of finance Interest received 4.2 3.4 Interest paid (3.8) (3.5) Dividends paid to minority shareholders (1.5) (0.9) ---------------------------------------- ------ ------ Net cash outflow from returns on investments and (1.1) (1.0) servicing of finance ---------------------------------------- ------ ------- c Capital expenditure and financial investment Purchase of tangible fixed assets (20.7) (21.6) Purchase of intangible fixed assets (0.6) (0.4) Sale of tangible fixed assets 1.7 1.6 Sale of investments 15.9 13.3 Purchase of own shares - (14.9) ---------------------------------------- ------ ------- Net cash outflow for capital expenditure and (3.7) (22.0) financial investment ---------------------------------------- ------ ------- d Acquisitions and disposals Purchase of subsidiary undertakings (33.6) (44.8) Net cash acquired with subsidiary undertakings 0.2 0.7 Sale of subsidiary undertakings - 2.8 Net cash sold with subsidiary undertakings - (0.8) Sale of assets held for disposal - 4.1 ---------------------------------------- ------ ------ Net cash outflow from acquisitions and disposals (33.4) (38.0) ---------------------------------------- ------ ------ e Management of liquid resources Net decrease in short term deposits 28.2 8.7 ---------------------------------------- ------ ------ f Financing Debt due within one year: Loans repaid (7.0) (16.9) Debt due beyond one year: Loans raised 24.1 24.6 Loans repaid (5.0) (37.4) Capital element of finance lease rental (0.7) (0.6) repayments Share repurchase (38.0) - Share capital issued 1.1 6.4 ---------------------------------------- ------ ------ Net cash outflow from financing (25.5) (23.9) ---------------------------------------- ------ ------ NOTES 6 The consolidated accounts have been prepared as at 29 March 2003. The comparatives for the 2002 financial year are for the year ended 30 March 2002. 7 This statement has been prepared in accordance with the guidelines published by the Accounting Standards Board. 8 The Institute of Investment Management and Research (IIMR) has published Statement of Investment Practice No. 1 entitled 'The Definition of Headline Earnings'. The headline earnings per ordinary share shown in this preliminary statement have been calculated according to the definition set out in the IIMR's statement. Also shown are the reconciling items between earnings per share as calculated according to FRS 14 and as calculated according to the definition of the IIMR's headline earnings. 9 The financial information set out above (Group Profit and Loss Account, Group Balance Sheet, Group Cash Flow Statement, Group Statement of Total Recognised Gains and Losses and Notes thereto) and extracts from the Financial Review do not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985. Statutory accounts for the year ended 29 March 2003 will be posted to shareholders on 13 June 2003 for subsequent approval at the Annual General Meeting and copies will be available from the Company Secretary at De La Rue plc, De La Rue House, Jays Close, Viables, Hampshire, RG22 4BS. The report of the auditors on these accounts is unqualified and does not contain a statement under either section 237(2) or 237(3) of the Companies Act 1985. Statutory accounts for the year ended 30 March 2002 have been delivered to the Registrar of Companies. This information is provided by RNS The company news service from the London Stock Exchange

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